Legends of Remnant
by Revan Karn
Summary: There have been many adventures in the world of Remnant: tales or triumph and tragedy, good vs evil. And while some are passed down from generation to generation, others are lost to time, fading only into legend. This is one such tale, preceding the adventures of team RWBY. Rated M to be safe. Apologies for the lacking summary, I'm not too good at summing up without spoiling.
1. Chapter 1

****The first step of a new journey is always the hardest to take. Will this journey be worth the endeavor? Do I have what it takes to see this to it's end? I shall try my best to persevere to whatever outcome...Please leave a comment telling me your thoughts, I welcome all opinions that are well-minded. Without further ado: please enjoy my first work of fiction.****

 **DISCLAIMER: The following is nonprofit, fan-based fiction. RWBY is owned by Rooster Teeth and Monty Oum (Rest in peace, Monty)**

 **Legends of Remnant**

 **Chapter One**

Dark clouds veiled the sky that night as the storm loomed over the city of Vale. Lightning illuminated the city in brilliant flashes while thunder roared overhead as rain pour relentlessly from the clouds. The storm ensured no one would dare to step foot outside on a night such as this. None, that is, with the exception of five individuals. These five bravely trudged on through the woodland terrain just east of Vale against the violent winds, all of them completely soaked from the rain. But not even with the elements set against them would they be deterred from their path: for they were Huntsmen on a mission. Or rather, _one_ of them was a fully-fledged Huntsmen, while the four younger members were only Huntresses-in-training, each dressed in the girl's uniform attire of Beacon Academy. Their mission was to locate a lone Beowolf reported to be roaming close to a nearby independent settlement and eliminate it. The settlement, a small community with a population numbering around fifty, wasn't located too far from Vale: an aircraft could have made it in less than thirty minutes. However, due to the geography of the area, there was no feasible landing space for an aircraft, which meant the Huntsman and his trainees would have to make there way there by foot. This didn't bother the veteran of the group in the least bit, as he was well accustomed to long travels out in the wild.

He was a man of average height and build with a head of messy grey hair and small, shaded spectacles over his brown eyes. He wore a dark green shirt underneath a black buttoned-up vest and black jacket over top, a scarf around his neck the same shade of green, and black pants that reached down to his black, mud-covered shoes. He carried a thin, black cane with a silver handle at his side, the handle sporting a thin, silver attachment coming off and up towards his hand, resembling that of a saber's guard. He walked a few paces ahead of the other four, his eyes scanning around the dark woods warily. Although he didn't make any indications outwardly, something was triggering his instincts. Even amidst the chaos of the storm, there was an underlying stillness that made him uneasy. Before he could ponder on this anomaly, though, a sudden yelp broke his concentration. Turning to look for the noise's source, he saw one of the four girls laying sprawled out in a puddle of mud, a terrified look of embarrassment on her face as her hazel colored eyes welled up with tears.

"You're so clumsy, Sienna..." sighed a small girl as she approached her mud-covered teammate, her hands placed on her hips. "Did it occur to you that we're on a hunting mission? Hunting. Meaning we need to be stealthy so as to _not_ give away our location to our prey." She sighed again, indicating her growing frustration.

The girl, Sienna, hastily picked herself up, "I'm sorry, Azura, I didn't mean to...I must have tripped on something." she hastily explained as she tried to wipe the mud and tears from her face. She stood at 5'2", with medium length brown hair just barely reaching her shoulders, her bangs parted in the middle to either side and she had a short ponytail in the back. She also had an incredibly bushy tail that dipped down under her skirt and snaked up her back, curving out at the base of her neck in a perfect S shape. Although, her tail looked more like that of a wet dog thanks to the weather.

"Hmph! And here I thought the Faunus didn't have any trouble in the dark." Azura huffed as she glared up at Sienna, her arms now crossed over her less-than-ample chest. She was short, barely making it to 4'8", and had a short black bob cut, with her bangs sweeping off to the left.

"That's enough, Azura!" a stern faced blonde cut in, her arms crossing her rather ample chest, a black wand gripped in her right hand resting against her left shoulder. "You know that even a Faunus would have trouble seeing in a storm like this. Why must you always lash out at her?", her green eyes glaring from behind thin glasses as she towered over her petite teammate. This only further increased the agitation building up within Azura as she turned her sky blue eyes towards the tall blande, her hands now bunched into fists as her sides.

"Nobody asked her your opinion on the matter, Goodwitch!" she retorted angrily as a bright flash of lightning tore through the sky, followed shortly by a loud crack of thunder. "So just mind your own business!" Their eyes remained locked, neither giving an inch as the tension continued to rise, until the fourth member of the group broke the tension with a small fit of giggles.

"It's funny you should say that." she asked, idly attempting to wring some of the rain waiter from her, soaked medium length auburn hair. "You do know that Glynda is our duly appointed leader, right? So when anyone messes with her comrade, it _**is** _ her business. You should try a **little** harder to control that **short** temper of yours." she grinned malevolently at the livid anger registering on Azura's face now, knowing how insecure her partner could be about her height.

"Would you like to try saying that again, Undine?" she challenged in a dangerous tone as her black gloved hand made it's way to a navy blue satchel hanging at her side.

"If you think you're up to it..." Undine's eyes narrowed as her grin widened and she reached for the wakizashi ***** strapped horizontally across her lower back.

" **Enough!"** Glynda interrupted, the stern authority of her tone catching the other two off guard. Her fierce gaze shifting from one girl to the other, disapproval etched onto her expression as she began her lecture. "This is our first official mission as Huntresses. While we may be here to shadow a professional Huntsman I will not have you two getting into it out here and making us look incompetent in front of Professor Ozpin!" Taking this as his queue, the Huntsman took a few steps towards them, clearing his throat as he rested his cane in front of him between both hands, striking a dignified pose of formality.

"Your leader is right: now is not the time to fight among yourselves, for there are far greater threats in our world that can only be overcome if we stand together. I know this hasn't been an easy adjustment for all of you, but the pairing process for which teams are assigned has been a long upheld tradition for the students who attend Beacon. You have each proven yourself as capable individuals just by being accepted, but that was just the first part to becoming a Huntress. It is vital that you learn to cooperate as a team, because the bonds your forge here at this school will impact the kind of Huntress you will become. So try to be mindful of how your partners might be feeling-" his gaze focused on Undine, who seemed unable to meet his gaze as her eyes remained focused on the ground beneath her feet, "and let go of any prejudices you may have: because you are all equasl as students of Beacon Academy." he finished with his gaze settling on Azura, who also averted her gaze from his.

He transitioned his gaze now to Sienna, who had still been trying to wipe the mud from her clothes, but gave up when she realized it was to no avail. "And do let your mistakes burden you: each lesson learned helps us grow as individuals. And believe me, I know a thing or two about making mistakes." he smiled at her and she smiled back, nodding her head slightly agreeing with his words. Ozpin straightened his back slightly, turning his gaze to the last member of the team.

"You four are students of Beacon, and the members of team GAUS*, and have some of the greatest potential I have seen, if I do say so myself. I have the utmost confidence you will learn to come together as the Huntresses you were meant to be. But for now...how about we take a brief respite out of this storm?" he then indicated what looked like the entrance to a cave embedded in a rocky outcrop by the hillside. It was only then that each of the four trainees realized how cold the rain had made them, and they all agreed on the shelter. They quickly made their way the entrance, Ozpin stopping briefly to gather a small bundle of sticks on the way.

The cave wasn't very tall, and most of them had to duck in order to enter, with the exception of Azura. But for what it lacked in height, it made up for in space, with each girl occupying a corner of the cave. Ozpin then set about setting up the bundle of sticks in the middle of the team. This caused the four girls to exchange confused looks between each other, before Azura decided to voice their thoughts.

"Umm, Professor? What exactly are those for?" she asked tentatively.

"For a fire, of course. I wouldn't want my students to catch a cold now, would I?" he answered, a smile forming about his features as he continued to set up the 'fire-pit'.

"But what good will a bunch of wet sticks do?" it was Undine who inquired this time.

"True, it would normally be difficult to start a fire with these. However, with _this-"_ he produced a small, red crystal of Dust from his pocket, "I believe we shall has a nice fire to warm ourselves by." He placed the crystal in the center of the pile and rose up, remaining slouched to avoid hitting his head on the cave's ceiling. He then stamped his cane onto the crystal, shattering it and causing a multitude of sparks. The shards and sparks quickly ignited the pile of sticks, and to the surprise of the four girls, the fire held, and it's warmth filled the cave. Seeing the joy on their faces, Ozpin turned and made his way to the cave's entrance. He place one foot back out into the cold rain, and turned back to his underlings.

"You four just stay put here, I'm going to have a look around real quick." he then turned to face the night, but stopped as he heard Glynda call out to him.

"But, Professor, we're here to observe a professional Huntsmen in action...shouldn't we go with you?" she asked.

"Actually, I believe your instructions were to adhere to everything I say, Ms Goodwitch." He faced them once more with a smile. "And right now, I think it's best that the four of you rest here. You will have other field assignments, and opportunities to see a professional work. I won't be gone long." and once more, he turned to leave, saying one last thing over his shoulder before doing so. "Whatever you do, stay together at all times." and with that, he left.

Once the cave was no longer in sight, Ozpin broke into a mild jog, a serious expression on his face as he continued through the stormy night. He couldn't explain it, but something just didn't feel right. A sense of dread and danger, enigmatic in nature. He was relieved they had been fortunate enough to find that cave for his students, he did not want them to get caught in harm's way. He was close to their destination now, but the closer he got, the stronger the dark sensation grew. He saw the natural rock wall formation that served as the main shield from Grimm attacks. The top of the wall had been laid with spiked contraptions, and served to keep most Grimm out. It wasn't a perfect, impregnable defense, which is why Huntsmen were often called in for assistance, as well as for reassurance to the citizens. A Large metal door had been constructed where a gap in the wall was, serving as the door. Embedded into the rock was a small device that emitted a red light. Ozpin approached the device and produced his Scroll, holding it up to the red glow.A small chime sounded and the light changed from red to green, and shortly after the mechanism powering the door kicked on and opened the heavy door. As the door slowly opened, groning loudly all the while, moonlight began to break through the clouds and the rain lighten as the storm rolled on in the distance. As the doors finished opening, Ozpin stepped inside, but immediately halted as his eyes widened to what he saw.

Nothing could have prepared him for this.

 **Meanwhile**

 **Back at the cave**

The four members of team GAUS remained huddled around the fire in silence, with the exception of the storm overhead. However, the silence became more noticeable as the storm passed, until only the light patter of rain outside could barely be heard over the crackle of the fire. Was hugging her knees to her chest, glancing tentatively over at Sienna, whose head was nestled into her own knees. Her mind was repeating Ozpin's words over and over. What he said made sense to her, of course, but something also angered her about his lecture. She lowered her gaze and stared into the flames, her mind entangled with her emotions in conflict.

" _Let go of my prejudices...but does Professor Ozpin even know what I-...No, how could he know! None of them do! And I'm not prejudice! It's not prejudice to hate those who took everything from you_!" she argued to herself. " _But...I suppose it IS prejudice to hold a grudge against someone who had nothing to do with it. I know she had nothing to do with it, but I've still scorned her just for being a Faunus... Mother would be ashamed of how I've been acting. I...I should apologize to her for my recent behavior."_

She straightened herself up, and looked over to her comrade again. Her now dry, bushy tail curling up around her legs as she buried her face in it. She sat there perfectly still, her narrow shoulders gently rising with each breath of air. Azura couldn't help but think the Faunus girl may have drifted off into a slumber. Nevertheless, she decided she would try calling out to her.

"Sienna?", she asked softly, not wanting to actually disturb her if she really was asleep. However, to her surprise, Sienna's head shot straight up, a confused expression on her face.

"Yes?" she asked, a nervous tone in her voice.

"I just wanted...to apologize for my outburst earlier. It was not very mature of me to act the way I did." Azura blushed slightly when she noticed the surprised looks she was now receiving from her three teammates. She could feel their eyes on her, and it caused her to shift uncomfortably where she was sitting as she tried to not let it get to her.

"Oh...It's okay! Really! Anyone would be cranky if they were out hunting in a storm like that." She bashfully lowered her head, the tip of her tail rising up to partially hide the lower half of her face. "Besides, I did scream pretty loud when I tripped. Totally lame, right? I probably did scare off the Beowolf...so I totally get why you were angry."

"But that's not it...and it's not okay!" Azura said as she shuffled herself over to Sienna until she was only a couple feet away. She bowed her head slightly and closed her eyes. "I shouldn't have taken such a tone with a teammate. I'm sorry, Sienna." She felt a hand softly on her shoulder which caused her to look up. Sienna's eyes sparkled brightly with the light of the fire.

"I forgive you, Azura." she smiled, "Really, I do! So...don't worry yourself over it, okay? We're all a little stressed because this is our first field assignment And this weather didn't help at all!" she finished with a soft giggle, her tail having receded from her face and was now behind her in it's natural S-curved posture. This response gained her a blank stare from Azura, but only momentarily before she then smiled.

"Are you really so kind-hearted..." she mused, mostly to herself as she manuevered herself so she was seated next to her partner and continued to enjoy the warmth of the fire before them. Silence resumed, save for the light patter of rain outside. The peace was interupted once more, but this time is was Undine who spoke.

"Wow, I, for one, did _not_ see that coming." she grinned at the cold look she got from Azura. "Kinda makes me feel like apologizing."

"What for, exactly?" Azura asked apprehensively.

"For picking on your height, I know it bothers you...I just like the rise I get from you." her grin persisted as Azura's face flushed slightly.

"Ahtch eh it- it does not!" she stammered. "I just haven't hit my growth spurt yet!"

"And you certainly haven't filled out either..." Undine muttered, the corners of her mouth curling up more mischievously.

"What was that?" Azura's eyes narrowed as she stared at her comrade who seemed about ready to lose herself to a fit of laughter.

"Nothing, nothing at all!" she quickly stifled her would-be laughter. "Anyways, it's more than that. It's...well...I had the wrong perception of you. I guess I never took the time to really get to know you these past few months. We were a team, but we weren't **really** a team. I thought you seemed like one of those entitled types, y'know? I kinda thought you were just giving Sienna here a hard time because she crushed your entrance exam scores. Guess I was judging a book by it's cover...so I'm sorry." as she finished her apology, her grin shifted into a genuine smile. However, this time it was Azura who gave her a smirk.

"Yea, I know...but she crushed **yours** too!" her eyes locked onto the auburn haired girl's, the fire radiating from their eyes was intensified by the competitive spark ignited in each of them.

"Okay, she did, so what? I still beat **your** score!" Undine's rebellious grin returned as she taunted the smaller girl.

" _ **Barely**_ **!** I say you got lucky. In a one on one fight would be another story all together." Azura averted her gaze, turning her nose up and to the right in a very high and mighty manner.

"You wanna go, shorty?" Undine was getting worked up now.

"If you think _you're_ up to it, tomboy!" Azura returned her gaze to her rival, and the tension was unbearable.

"Tiny tits!" Undine jeered.

"Wha-?! How dare-" Azura's bewildered anger was interrupted as a clap that resounded loudly throughout the cave. It was Glynda, and she had a furious expression, like that of a mother who had lost all patience with a pair of squabbling siblings.

"That. Is. Quite. Enough! If you two want to fight that badly, I won't stop you. But it **will not** be while we are actively on duty. Once we get back to Beacon, I will personally consult Professor Porter tomorrow about arranging a sparring match between the two of you. In the meantime, I insist you two settle down before Professor Ozpin returns." and with that, she closed her eyes and retained silence. However, Undine was bubbling with excitement. She looked ready to burst.

"Aww yeah! It's on now! Shorty: you're going down!" there was a wild spark in her eyes and she stared triumphantly at her partner. But Azura was unphased.

"Is that right, Undine? Because I have news for you: the bigger they are, the harder they fall!" Azura rose up from her seat and extended her arm straight out to Undine, pointing at her with her index finger. "So prepare to fall"

"Really? That's all you got?...That was...pretty lame." Undine feigned a sad expression on her face. "I mean, I don't think I want to fight anymore...way to kill the mood."

"What? No it wasn't." Azura protested.

"Actually, I think I'll agree with Undine on this. That was kind of lame. " Glynda chimed in, surprising the other three with her response. However, her postured remained the same: eyes closed and arms folded across her chest as she rested against her side of the cave's wall.

"Well what would _you_ have said then?" Azura challenged, her pride slightly bruised by the insult of being labeled 'lame'.

"I'm not one for idle threats. When someone challenges me, their defeat is certain." her calm, yet stern expression remained still.

"Well I would have said something like 'I may be short, but you'll be looking up at me after I kick your ass to the ground, bitch' or...um..." All eyes were wide with surprise and turned to Sienna, who hugged her face closer to her knees, shyness overtaking her once more. "...or something..." she whispered timidly.

After a few moments of stunned silence, they broke out in laughter. Even Sienna gave a big smile as she giggled softly. As the laughter slowly resided, her smile remained and her eyes wandered to each of her teammates. A joy was beginning to bubble to her surface, a joy she had not felt in a while, it warmed her from the inside out more than the fire in their cave did.

"I'm really happy to be on this team!" she sighed happily. "I'll admit, I was really nervous we weren't going to work well together, and we could probably still improve on our team work a bit-" a murmured chorus of "mmhmm"s made that statement a unanimous decision, "but I'm not worried anymore! I think this is, truly, the start of something great. I'm so happy to be on a team with all of you." a few droplets of happy tears glided down her face. Her three teammates smiled at her, and her smiled at them widened even more.

The team resorted to resting in silence after that as the minutes ticked by. But Ozpin had not returned yet. The minutes droned on, and the light rain outside gave way to a clear sky filled with stars. The air was still, with only the crackle of the fire to disrupt the silence. But even the flames began to die down as an hour passed by ever so slowly. And still, Ozpin had not returned, and an uncertain atmosphere began to settle on the four Huntresses.

"I wonder what's taking Professor Ozpin so long...Do you think we should...maybe...go make sure he's okay." Sienna asked, a hint of uncertainty in her voice. She felt a reassuring hand on her shoulder and looked to see Azura was smiling at her.

"I wouldn't worry about him. He's a professional Huntsmen, not to mention one of the best in the four kingdoms." she said, giving Sienna a light pat on the shoulder.

"Yeah! Old Oz is awesome. I've heard some stories about him, he's like a super Huntsmen or something!" Undine chimed in, reassuring her partner.

"He's a legend..." Glynda said softly, the admiration in her tone making it sound as though her thoughts were far away as she idly stared as the remaining embers of their fire.

"Whoa, Glynda...Are you crushing on the Professor?" Undine snickered Glynda gave her a very unamused look.

"Of course not." she said flatly, "But I do respect the man. He's wise, talented, and a great Huntsmen. His philosophy and the passion with which he follows his beliefs is admirable. It's no wonder Headmaster Rubick plans to pass the title on to him when he retires this year, there is no one better suited for the job." she looked up from the embers and was immediately puzzled by the sly grins she was getting from her teammates.

"Yea, you're totally crushing on the Professor, Goodwitch."

"Definitely crushing, big time."

"A forbidden romance never fated to be, how romantic!"

Glynda shot them a very annoyed look before muttering "You're all so immature..."

The three girls giggled about the uncomfortable position they had just put there stern leader in. But as the light from the dying embers diminished, and the cool of the night began to settle into the cave once more, Sienna couldn't help but voice a thought that was secretly shared by all of them.

"I hope he comes back soon..."

 **End of chapter**

 ***Notes***

 ***For any who might not know, a wakizashi is, essentially, a shorter katana. Like a samurai short sword...if my knowlege isn't mistaken.**

 **DISCLAIMER: I'm not a scholar. Just a nincompoop who believes too much of what he reads on the internet.**

 ***Team GAUS is pronounced Gauss...if that wasn't obvious.**

 ****And so the first step in this journey has been made, I hope you enjoyed it. I'm a big RWBY fan, and I really wanted to try writing something to give back to the community, since many of you have written some marvelous stories that I have enjoyed immensely. This story's concept I've had has been stuck up in my head for so long, I thought I could breeze it out, effortlessly.. but once I sat down to write it: the block hit and scenes I saw in my head I couldn't grasp the words to paint with. I really wanted to have this out sooner, but decided to take some time and polish it. I hope I didn't droll on too much.**

 **So please leave a review for me, if you've the time. Follow if you liked it enough to want more. But in the very least, I hope to receive a couple reviews, if it's not asking too much. Love it, hate it, somewhere in between? You can feel however you like, but please, if you can, just tell me why you love/like/don't/hate it. I won't claim to be a fantastic writer, in fact I worry I may had dribbled on too long.**

 **Lastly, I apologize for all the OCs in this...but there will be more. There aren't a whole lot of details concerning the events prior to the show's beginning, so I let my noodle conjure up a few. While none of this is or ever will be canon (unless I'm unconsciously a psychic...pfft, as if!) I do want this to coincide with the canon of the show, or in the very least I shall try to not contradict the canon.**

 **...I lied, ONE MORE THING: I want to update regularly, but I'm an irregular guy with irregular work hours, and regular writer's block/taking too damn long with polishing. I shall try to not keep anyone wanting more waiting for too long, but I don't want to rush out trash. I hope you understand. Have a good day/night, and thanks again for reading.**

 **...Lied again...I promise from now on, that the notes in front of and ending the chapters WILL be shorter. That is all. Once again: thanks for reading.**


	2. Chapter 2

**Chapter Two**

Under the glow of Remnant's broken moon, Ozpin stood upon a field of destruction. The settlement now lay in ruin: buildings had been reduced to rubble and the ground itself had been heavily disheveled in all directions. Everywhere he looked, he only saw the scattered remains of what had once been a thriving community. Rubble...and bodies. Corpses were littered everywhere, some lay broken upon piles of crumbled structures, others only visible by a protruding appendage. And some had been torn to pieces, their entrails displaying violent patterns on various surfaces. The lone Huntsmen surveyed the carnage, his mouth hanging slightly open. Ozpin was lost in thought as his mind races through an ever-growing labyrinth of questions. What happened here? _When_ did this happen? Was is some unknown variation of Grimm? Unlikely, there were no tracks of any kind noticeable on the ground. Was is a Dust explosion? This settlement was founded, in most part, by the Schnee Dust Company over a mine that had been discovered about a decade ago. The greater majority of the citizens living here were employed by the company, many of whom probably came from Atlas, along with their families. But there were no signs of an underground eruption and the mines, themselves, were down too deep for a blast to reach the surface. So if it wasn't Grimm, or a Dust reaction, just _what_ had done this?

Ozpin knew he wasn't going to find any answers just standing there, but his legs did not seem willing to move, the sinister presence he felt more and more with each step that brought him here was working against his body. Now that he stood in the thick of it, he became acutely aware of how difficult it had suddenly become to simply breath. He closed his eyes and focused his aura around him, a pale green glow emanating around him briefly, as his aura warded off the darker one attempting to suffocate him. Steeling himself and brandishing his cane as though it were a saber, he silenced all other thoughts in his mind, save for only one thought remaining.

He was not alone.

But maintaining his focus proved to be a difficult challenge. With each body he found, he couldn't help but pause to reflect on the existence that had been snuffed out. The goals and ambitions these individuals had, their hopes and dreams: gone. Remnant would never see their like again, and it pained him to no end. If only he had gotten there sooner, he could have helped. No, he was just being too hard on himself, and that kind of negativity wasn't going to accomplish anything. He had no idea they were under attack when they set out from Vale, nor did he even know when this occurrence happened. His thoughts were disturbed when he saw a particular corpse just a few feet away from him. His blood ran cold as he stared into the forever frozen face of a young girl filled with terror. Her dead eyes wide with shock, and her mouth open as if to scream, only to remain forever silent. What horrors did those young, innocent eyes behold in her final moments, Ozpin couldn't bear to think about it. Grimm aside, what monster would do such an unthinkable thing? Ozpin averted his gaze from the young girl and steeled himself for whatever he may have to face.

He walked further into the ruins cautiously, listening for any sounds besides those of his own footfalls churning up gravel. His eyes scanning the moonlit graveyard for any signs of movement, to which he found none. He walked around mounds of rubble, past a ruined fountain, and delicately stepped over and around many bodies. There was a particularly large pile that had once been a building, which Ozpin cautiously rounded all the same. However, to his surprise, there was a something on the other: it appeared to be a makeshift hut, constructed from the debris around it. It's shape was that of a rough square, with multiple large blocks of concrete forming the walls, and a small opening in one of those walls seeming to provide as an entrance. Ozpin noticed that the ground around the structure was disturbed, as though the heavy blocks had been dragged to their positions. Whoever built this must be pretty strong, but how, then, would they fit in through that tiny hold? Ozpin knew that even he couldn't squeeze himself into that space.

"W-who's out there?!" came the sound of a small, frightened voice from within the darkness of the hut.

Ozpin was surprised that whoever it was had noticed him at all. He was equally surprised that this voice sounded as though it belonged to a small child. It was light and innocent, and very fearful of his presence. Whoever this was couldn't have been the cause of all this, could they? The malevolent aura blanketing this place was still tingling the Huntsmen's senses, he could not afford to let his guard down. Someone or something had done this, massacred all these people, and who or whatever had done this was still here, he knew it in his gut. But doubt still gnawed the back of his mind, conflicting with the years of experience he had. He needed answers, but what hope could he have to gleam information from a child? Was this even a child? It sounded like one, but how could he be certain? Then again, he couldn't deny that this may be an innocent survivor, someone who needed his help. He had no other recourse to take, and so he lowered his cane, holding it at his side in a normal, cane-like fashion. He cleared his throat slightly, and addressed whoever was before him in a gentle, friendly tone.

"Hello. My name is Professor Ozpin." he spoke into the darkness of the hut as he knelt down a few feet away from it's entrance. "I'm a Huntsmen from Beacon Academy. And who might you be?"

Silence was the only answer he got. After waiting a few moments, Ozpin angled his neck to try and get a better look inside the hut, but he couldn't see anyone through the darkness.

"I won't hurt you, I'm here to help. Why don't you come out from there so we can talk?" Ozpin gave the darkness a smile, in an effort to show whoever was in there that he meant what he said.

"You lie..." the small voice replied, a mix of anger and sadness evident in the tone. "They all say that, but they all called me names. You're just like them, you'll do the same..."

"You have my word as a Huntsmen, I won't make fun of you. And a Huntsmen never breaks his word." Ozpin reassured, his smile never faltering as he spoke. "Please, come out of there."

"You'll be afraid." the voice replied in a direct and flat tone.

"I have seen many horrible things in my life (' _Such as the annihilation of an entire settlement', he thought_ ), I won't be afraid of you." he said, although behind his smile his mind was filling with questions.

"...you really mean it?" there was a twinge of hope this time as the voice spoke.

"I really do." Ozpin replied, "Come on out."

And with that, Ozpin heard the sounds of someone shuffling around within the makeshift home, and before long he saw a shadow in the darkness making its way towards him. A head of dark hair emerged from the hut, as the figure of a young boy crawled out on his hands and knees. His pale skin reflecting the moon's light, which made his black hair appear even darker. What Ozpin also took note of were the boy's circumstantial features: his hair was long, unkempt and dirty and a simple sackcloth fashioned like that of a tunic was all the boy wore. It was also filthy and worn out, a few holes forming in various locations, and his arms and legs were bare. He finished crawling his way out and stood up before Ozpin, being only about the same height as the Huntsmen while he was kneeling. He looked Ozpin in the eye, and Ozpin's smile immediately faded and was overtaken with a serious expression. Ozpin's mind now had even more question: who was this boy, and were the two somehow related? Those eyes...

"I knew it...you're just like them." the boy accused, interrupting Ozpin's thoughts. "Are you going to call me names too? Freak, weirdo, _bastard_ , I've heard all of them. I don't care what you think. Just leave me alone." he turned to head back into his hut, but Ozpin placed a hand on his shoulder to stop him.

"Forgive me. I did not mean to stare." he apologized, "I just wasn't expecting this. I, honestly, never thought I would see eyes like yours again. I don't think you're a fre-" he paused, the boy was giving him a confused look. "What is it?"

"Have you really seen someone like me before?" the boy asked in disbelief. He seemed hopeful, though, as he stood there quietly, waiting for Ozpin's answer.

"I have. I knew someone with eyes just like yours, but she disappeared a long time ago. I haven't spoken to her in many years." Ozpin replied, patting the boy's shoulder. The youth's face was now crestfallen, though.

"Oh..." was all he said as his gaze lowered to the ground.

"What is your name, lad?" Ozpin asked, hoping to cheer the boy up somehow. To his dismay, the boy's face twisted into an expression that held even more sadness, tears welling in his eyes. "What's the matter?"

"I...I don't know my name... I-I don't think I have...a name..." a few tears spilled over and down his cheeks.

Ozpin could tell the boy was an orphan, it was clear just looking at him, but he had to ask anyways, "Did something happen to your family?"

"I don't know...I've been alone as long as I can remember." he said as the tears continued to slowly slide down his face.

"I'm sorry." he said, giving the boy's shoulder a sympathetic squeeze. "How have you been able to get by on your own?"

"The Dust miners..." the boy began, hastily wiping tears from his eyes. "No one here likes me, but sometimes some of the miners would pay me a little to help carry their tools."

Ozpin felt pity for the boy, he truly did, but this boy was the only surviving witness he had found that could potentially answer the most important question he had. As much as he didn't want to ask, he had no other choice.

"...Can you tell me what happened here?" he asked, his tone unable to mask the seriousness of his intentions. The boy seemed startled by this question, and the drastic change in Ozpin's tone.

"I-I...I don't know..." the boy began to panic, "I...I remember hearing the kids calling me names...and I got so angry...I just wanted them to stop. I told them to stop! But then..." his face contorted in horror at whatever thought was going through his head then, "T-the ground...began to shake, a-and the wind was so loud...And everyone started screaming...And...and then there was..." he began to choke on his words, Ozpin could no longer sit there as the boy suffered through his memory. He pulled the youth to himself and embraced him, gently rubbing the boy's back up near his shoulders.

"That's enough, you don't need to answer anymore." Ozpin said calmly. His eyes widened slightly as he felt the sinister presence dissipating. The stillness of the night finally felt peaceful for the first time since long before he had arrived there. Ozpin gently eased out of the embrace and looked into the boy's eyes. He knew what he needed to do, regardless of whatever consequences came as a result.

"How about I take you back to Vale with me? It will be a pretty long walk back, but once we return I can get you something to eat and-" he stopped when he noticed the boy's surprised face gawking at him. "...and I have a spare bed you can us." he finished, giving the boy a warm smile.

"D-...do you really mean it?" he asked, an almost fearful look underlying his hope filled face, as if there was no way this was possible.

"Of course I do. I could never turn away a child in need, not when I could help." Ozpin said.

"Yes!" the boy explained, his first smile stretching across his face. "Yes, please, I want to go with you!"

And that was when Ozpin noticed the boy's eyes were different. Quite literally. The boy's now golden-brown eyes shone brightly in the moonlight as he smiled up at Ozpin. Ozpin had not expected that, just what **_was_ ** this boy? He pushed all other thoughts from his mind, remembering he had four students he needed to return to.

" _If they haven't killed each-other already._ " he smiled at the thought of his four unruly students. He suddenly remembered something else of importance.

"Would you like me to give you a name?" he asked the boy, immediately getting a wide eyed stare and a vigorous nod from his head. "Let's see...We know nothing of where you come from or who your parents are, you are a child of Remnant...How about...Rem?" he asked. The boy's face was awestruck as he softly said the name, his name: "Rem...It's wonderful." he smiled at Ozpin once again, before he started to rub his eyes. Sleep was calling _his_ name, and in his tired state, he couldn't stave it off much longer.

Ozpin picked up the boy and held him against his chest, Rem's head resting on his shoulder as slumber quietly overtook him. Ozpin glanced down at the sleeping child briefly, before he began walking. He made his way back past all the rubble and corpses, and stepped out the gate. After the large doors closed, he too his cane and swiftly smashed the scanner embedded beside the door, effectively sealing the doors and ensuring no one would ever disturb this place again. And with that, they departed from Remnant's second largest tomb.

* * *

"Can we please go look for Professor Ozpin?" Sienna pleaded with the others with panic evident on all of her features..

The members of team GAUS sat in a dark cave, the fire they had huddled around was no longer alight. Without the fire, the cave had resigned to the chill winds, and the four girls were beginning to feel the cold sink into their bones. As the four began to shiver, despair crept into their midst. Sienna sat with her bushy tail wrapped around her as best as she could manage, shivering nonetheless. Even though she was cold and worried, Glynda remained composed.

"Professor Ozpin said to wait here, so waiting is **exactly** what we're going to do." she said in her typical manner, but her gaze softened as she looked at the shivering Faunus girl. "Ozpin wouldn't abandon us. And he most certainly hasn't met any ill fate. He'll come back soon, Sienna, we just need to hold out a little bit longer for him."

"I'm with Sienna on this one." Undine spoke up, as she hugged her knees to her chest. "I think we should go look for him. It's better than sitting here freezing our asses off." She received a strict glare from Glynda, the soft expression she had been giving Sienna just moments ago now gone.

"I already told you, he told us to wait-" Glynda started, but Undine cut her off.

"No, he said to stick together at all times. Sienna and I would like to go find Ozpin. What about you, Azura?" she shifted her gaze to the small girl shivering the corner of the cave opposite of herself.

"Wha- Why are you dragging me into this?" Azura asked, she was quite taken aback and didn't want to get into another argument. She was cold and tired, really she just wanted to go back to the dormitories at Beacon and sleep.

"Because we're a team, and we should decide things as a team!" Undine persuaded.

"And as _you_ said earlier, Undine: I am this team's appointed captain." Glynda cut in.

"That was a different matter all together!" Undine retorted.

"The principle is the same! I'm in charge of this team, and you will oey my authority on this matter!" Glynda replied angrily, her brow furrowing.

"Oh, take your authority and shove it up your a-" Undine started, but was interupted by Sienna, who was unable to maintain her silence in the matter.

"Please! Just stop this bickering." she begged them. "How about we compromise? Let's wait here for just fifteen more minutes, and if the Professor hasn't come back by then, we'll all go look for him. Deal?"

Glynda thought for a moment, and then gave Sienna a quick nod. Sienna gave her a small smile and then got up and walked over to Glynda, taking a seat right next to her. She pressed her shoulder into Glynda's while wrapping herself in her tail. Glynda was about to ask what she was doing, but silenced her question: she knew Sienna was just trying to share what little warmth they had between them. Sienna gave Undine and Azura each a glance before patting the ground beside her, indicating them to come join. Azura stood up and dusted off her uniform's skirt, then took a seat beside Sienna. Undine, however, stayed where she was, giving Glynda a heated glare. Sienna cleared her throat and gave Undine a look that said 'get over it and sit with us', but Undine shook her head and remained in her cold corner of the cave. Sienna frowned, cleared her throat louder, and gave her a more threatening glare. Undine shrank slightly from the Faunus girl's stare. But she gave in, and slowly made her way over and sat down on the other side of Glynda without a word. An awkward silence began to fill the cave, and each of them was keenly aware of it, although Sienna kept a big smile stretched across her face.

"...So fifteen minutes, right?" Undine fianlly said, breaking into the silence.

"Fifteen minutes." was Glynda's short answer, as she kept her eyes closed.

Between the four of them, the girls hardly felt the cold air. It was warm where they sat, huddled together, albeit rather awkward, at least they were warm. They sat together as the minutes slowly crept by. It was late, and weariness was taking it's toll on them, the warmth they felt from each other not helping to elude sleep. Sienna and Azura were the first to nod off into slumber, Sienna's head gently resting on the shorter girl's head, which was rested on her shoulder. Glynda continued to sit in silence, her head bowed slightly and her eyes remaining closed. Undine glanced as her apparently sleeping captain. She felt a twinge of guilt in her conscious about their argument from earlier, her own outburst weighing her down. She never liked to admit two things: defeat, and when she was wrong.

"Hey...Goodwitch? You awake?" she asked softy, hoping to not receive an answer.

"Yes, Amaranth, I am" she answered, likewise addressing Undine by her family name.

"Look...I just wanted to apologize about earlier-" she began, her gaze focused on her own feet.

"Don't. You weren't entirely wrong, and I was not entirely right. We were both stressed, that's all. We have just walked miles through a storm on wild Grimm hunt that turned out to just be a wild Grimm hunt." her eyes finally opened, and she turned her green orbs to Undine, who also looked up to meet her gaze.

"Was...that supposed to be a joke?" she asked, raising a brow to her leader.

"As a matter of fact, it was." Glynda said, her lips only hinting at that of a slight smile. "But I've never been too good at jokes."

"No kidding! That was kind of cheesey." Undine grinned at her, "But in all seriousness, I'm sorry. I shouldn't have snapped at you like that."

"I'm sorry as well. I shouldn't have snapped either, it's counterproductive to building team chemistry." Glynda stated in her usual tone. "It's not easy, being captain of a team of people whom you never met prior to becoming their leader. There's a lot of pressure that comes with it." this confession came as a surprise to Undine.

"Well, yeah, but it's just a title they give you-" she started, but was cut off by Glynda.

"A title that comes with a lot of responsibility." she interjected.

"Yeees, buuut it's not like Atlas or anything. We're not here for military training...so maybe you might find your position to be easier if you considered us as 'friends' before 'soldiers'." she nudged Glynda in her bicep with her elbow. "I'll admit, I sometimes have difficulty taking 'orders' from someone, but listening to a friend? That's easier to do."

Glynda closed her eyes again and allowed her lips to form a soft smile. "Perhaps you're right. I'll take that under advisement. Thank you, Ms Amaranth."

"Ugh, first off: stop _that_! I can't stand the formality of it all. Just Undine." she rolled her eyes as she expressed her disgust.

"Very well, Undine. You can call me Captain Goodwitch, ma'am, and on good days: milady." this statement earned her an 'as if' side glance from her partner. "Glynda will do sufficiently, as well."

"Keep trying, Goodwi-...Glynda. You'll make a good joke someday." Undine gave a light laugh, as she rested her head back against the wall of the cave.

Glynda smiled as her auburn haired comrade gently drifted off to sleep, Undine's head gently slumping against her shoulder. She took a deep breath, holding it in for a few seconds before slowly releasing it. It seemed the first watch would be hers to take, but that was how she expected it to be. Though her composure wouldn't show it, she was quite worried about Ozpin. It shouldn't have taken him this long, should it? But Ozpin could handle himself: he was a professional Huntsmen with years of experience. So then, why did he seem worried before he left? She didn't know how she knew, but she had a gut feeling that something was bothering the Professor, but what? As her mind continued to get lost in worried thoughts, her eyelids grew heavy, and she unconsciously lowered her head onto the one rested against her shoulder. Before she slipped off into a dream, one last thought went through her tired mind.

 _Please come back safely, Professor._

* * *

"Well now, this is an astonishing sight, indeed!" a voice spoke, cutting into Glynda's dream and rousing her back to reality. She lifted her head and yawned, while rubbing the sleep from her still tired eyes. "I guess the four of you made up then?" the voice asked.

It was Ozpin, standing just outside the cave, a sly smile on his face as he observed the four sleeping girls. Glynda went a little red in the face when she realized Ozpin had been watching them sleep just now, her mind immediately scrambling from embarrassment. She tried to find something to say, but couldn't get anything to come out, which made her get more flustered and, likewise, made it harder to formulate a sentence. Finally, words came out from her mouth, without her consciously meaning to.

"I-it's highly inappropriate for y-you to be creeping around watching four girls sleep, Professor!" she said a little too loudly, her commotion disturbing her teammates from their slumber.

"Hey, what's with all the- Professor!" Sienna exclaimed, nearly throwing Azura face first into the ground as she lurched forward with excitement. "We were so worried-...Umm, Professor? Who's that?" she asked, pointing to the child sleeping in her arms.

"This is Rem. He'll be accompanying us as we return to Vale." Ozpin answered.

"Where did he come from, Professor?" Glynda inquired. She had calmed down quickly to avoid showing that embarrassing state she had been in moments ago to her comrades.

"I found him in town." Ozpin said, his smile faded as a serious expression took its place. "He was orphaned, living on the streets. So I've decided to give him a home in Vale."

"Poor boy..." Sienna lamented, as Ozpin beckoned the members of team GAUS to begin heading back to Beacon.

"But, wait...what about our mission? The Beowolf?" Azura asked.

"Fortunately, there was no Beowolf at all, Ms Borealis." Ozpin replied, secretly berating himself for saying what had happened was 'fortunate'.

"But we traveled all this way...for nothing?" she said dejectedly, unable to hide her frustration and disappointment.

"Not all missions come with glory and recognition. That is how it is for Huntsmen and Huntresses, that is our duty." Ozpin lectured. "The important thing is that we responded accordingly to their needs."

"I guess..." Azura shrugged as the four students gathered with their Professor outside the cave.

"Do not let this dishearten you. Take it to heart that what we did, admittedly very little, is appreciated by those who look to us for protection. You four will have more exciting missions during and after your time at Beacon." He smiled and turned his gaze towards the waning moon in the night sky, trying to calculate how many hours were left until the dawn came. "Let us be off. I'm sure you're all very tired, be sure to rest sufficiently, seeing how there aren't any classes tomorrow."

They set off heading west, the trek back being much easier without the storm to hinder them. As they trudged on, sleep wearing down on their tired bodies, Ozpin remained vigilant, constantly scanning for any nocturnal Grimm that might attempt to ambush them. While this region wasn't particularly known to have many Grimm packs wandering around, the Grimm themselves weren't known to comply with normalcy. Even with many top Huntsmen across the continent studying the wretched beasts, very little knowledge could be gleamed from them. Just because they never seemed to settle in this region before, doesn't mean they wouldn't now, and Ozpin knew that he would be the only one able to fend off any Grimm, should any appear.

To his relief, however, the journey carried on in silence, only the sounds of their feet sloshing the soaked earth echoed throughout the night. They eventually reached the checkpoint they had originally made their way from earlier that day, an outpost with strong metal walls nestled between two large walls of mountain rock. Mounted on its walls were two bright spotlights, illuminating the area before the large steel gate which led in and out of the city. As they approached, a voice sounded from a speaker above the gate.

'Please present your Scroll to the I.D. scanner for clearance." it boomed across the still night, startling the four young girls who were half-dead on their feet from exhaustion. Taking his Scroll in hand, Ozpin approached the scanner to the right of the gate. It was a set up identical to the one he had used just earlier that night, and as the device scanned his Scroll, he couldn't help but think back to that place, the destruction and death, and about the young boy he was holding right at this very moment. The machine chimed as it scanned his scroll, and an automated voice sounded from it's smaller, less obnoxious speaker as it said "Clearance granted. Welcome to Vale.", the mechanism operating the gate groaned loudly as the gate slowly opened for them. As the four tired girls stumbled through the gate, Ozpin followed behind them, and the gate groaned once more as it slowly closed behind him and they made their way to his car. It wasn't a flashy vehicle, but it was fairly spacious. The four girls passed out almost as soon as they sat down in the backseat together, and Ozpin started up the ignition and began the drive back to Beacon.

Unbeknownst to him, far off in the night, a silhouette had been watching him from the darkness. It's eyes fixating its sinister aura on the grey haired Huntsmen until he was no longer within sight behind the large metal gate. Once Ozpin was gone, the silhouette had melted away into the darkness, a gentle breeze carrying the faintest hints of a whispered laugh.

* * *

 ****This concludes my second chapter, I thank you, whoever you are, for reading it and I hope you enjoyed it. Truth be told, I had it half finished a few days back, but had this sudden urge to scrap it and rewrite it...so I did. Now I know what some of you may be thinking, while we're two chapters in:**

 **"This is a RWBY fanfic, so where's the fightin'?!"**

 **And to that, I assure you: there will be a-plenty-o-fightin'...eventually... So, if you enjoyed it so far, I hope you'll stick around. Once more, thank you for reading. Please leave me a review telling me what you liked/hated about it. I can't improve if I don't know what I'm doing wrong, after all. And with that, I bid you adieu.**


	3. Chapter 3

**Chapter Three**

Ozpin drove the five sleeping youths back to Beacon, the silence giving him a chance to think once more about the night's events. He glanced briefly at the dark haired boy sleeping in his passenger seat to, sleeping soundly. Was bringing him back the right thing to do? Of course it was, he knew he couldn't just leave the boy there, but at the same time he felt doubt in the back of his mind. Would he be up to this task? He had never raised anything before, let alone a child. He could always secure him a place at a good orphanage. But how would Rem handle that? Ozpin tried pictured the boy's reaction: would he be upset if he were to just abandon him to a handful of strangers? No, he couldn't do that to the poor child. He had befriended this boy and given him a name: Ozpin was willing to take the boy's future into his own hands, regardless of whatever consequences his actions yielded.

The drive back to Beacon Academy took them through the heart of Vale, which was illuminated by various neon lights. Dawn was only a few hours away, and the roads were devoid of traffic, which made the trip easier as Ozpin accelerated above the speed limit. He pulled out his Scroll and was about to select a contact, when a vibration notification activated. He saw the words " _I'll be waiting in my office_ " and typed a quick reply ***** before putting his Scroll away. He spent the remainder of the drive half focused on the empty road and the other half fantasizing over what flavor of coffee he would like, but he decelerated as they approached their destination. Once on the ground of the Academy, he made his way to and parked in his usual faculty parking slot. He gently awoke the four girls in his backseat as he scooped the young boy up and out of his passenger seat. He bid the girls a good night as they groggily stumbled off towards their dorm-room, before he, in turn, made his way towards Beacon Tower.

Once at the base of the tower, he paused to peer up at the tower and night sky, the moon and it's slivers were hanging low as dawn began to peel the darkness away with the rising of the sun far off in the distance. The tower, itself, stretched up high and seemed to tough the sky to anyone observing from Ozpin's point of view. After he momentary distraction, Ozpin averted his eyes and made his way to the doors leading into the building. Normal visitation hours were long since past, but he knew his teacher's clearance on his Scroll would grant him access into the building. Once inside, he walked directly to the elevators and boarded on. He reached his hand up for the button at the very top of the side-chart, but paused realizing he was still had a sleeping child with him. Instead, he applied a code to the elevator's panel, one that few people knew about. And once he finished, the doors closed and the elevator began it's descent into the depths of Beacon.

The descent took only a couple minutes, and the doors opened to a dark hallway, illuminated by two torches emanating an eerie, pale-green light. At the end of this rather short hallway was a door, made of a thick, dark colored wood. What was most notable about this door was how it was covered with overlapping layers of cogs, all turning in tandem with each other. Ozpin approached the door and turned the knob, opening the door to reveal and very comfortable looking living space. His living quarters had simple, clean wood flooring laid out, a small kitchen space with some appliances, and many, many books lining shelves along each wall. There was a door at the far end of the moderate home, which led to his bedroom. Ozpin flipped a switch on the wall by the entrance and the room was lit up via ceiling lights, as he walked across the room to the other closed door. He went into the bedroom and pulled the covers back on the bed, gently laying the still slumbering child on the warm mattress. He then pulled the covers back over the child and tucked him in. He walked back to the doorway, but he paused to glanced back once more at the sleeping child. After he seemed satisfied that the child was comfortably snug in his new home, Ozpin gently closed the door behind him and made his way back to the elevator. He stepped inside and hit the top button, closing the doors. Once the doors closed, the elevator began to rise, and made it's way up Beacon Tower.

* * *

Meanwhile, back at the dormitories, the members of team GAUS made it back to their room. The dorm rooms of Beacon were of sufficient quality to accommodate the teams who attended the Academy: each room bearing khaki colored walls and maroon carpeted floors, also containing four beds, each of which had a short dresser with multiple drawers for storing clothes and other possessions, and a single window with drapes placed at the center of the longer wall parallel to the door. Each room also had a single bathroom and shower for the residential teams to share. The bathrooms weren't very elaborate either, each also having khaki colored walls, taupe tiled flooring, a single toilet and sink, over which were three light bulbs used to illuminate the room, and a single walk-in shower with a glass door. Teams were given the freedom to customize and decorate their rooms, with the only stipulation being that none of the original property be damaged. But given the fairly limited living space, there was not much the students in terms of decorating. The room of team GAUS, in particular, was no exception. The four girls had sectioned up the room in corners, with each bed occupying on corner with its corresponding dresser positioned either beside the head of the bed, or lining the width of the foot of the bed. The walls were adorned with posters, mostly of popular boy bands or celebrity hunks, the primary interest the girls had in common. With the exception of Glynda, who decided to abstain herself from childish fantasies, as she put it.

The four girls walked into the room and set about peeling off their weather-beaten clothes. Sienna, still coated with a few layers of dried mud from who unfortunate face-plant earlier that night, opted to take a shower before settling in for the night, kicking off her mud covered sneakers as she made her way towards the bathroom. As she washed herself clean, the other three changed into their night-attire. Glynda donned a fairly plain, long-sleeved lavender night gown that reached down just above the knees as she climbed into her bed located in the upper left corner of the room, while Azura changed into her matching black and blue horizontal striped pajama set, the top being sleeveless and the pants cut off just above her knees. She settled into the bed in the upper right corner of the room, as Undine took to the bed in the bottom right corner, now clad in a short pink, sleeveless night gown that reached only just past her hips. She sat down on the edge of her bed and placed her wakizashi, which she fondly referred to as Tempest, on it's wall mount, which she had installed just above her dresser. The three of them lay quietly awaiting sleep to take them, with only the muffled noise of running water from within the bathroom making any sound. After a few minutes, the sounds of running silenced as Sienna concluded her shower. She then emerged from the bathroom wrapped in a towel and made her way to her bed in the bottom right corner of the room. Taking out a soft, white shirt that was a little over-sized for her from her dresser, she pulled it over her head, letting the towel fall off in the process. She then pulled up a pair of frilly, strawberry-pink panties, before properly disposing of her used towel and climbing into bed.

Tired as she was, sleep continued to elude her as she lay in bed. She tried rolling over a few times, but no position seemed to work for her. With a small sigh, she sat up and looked around the room, her Faunus eyes easily observing her teammates in the dark. The other three were laying still, eyes closed and gently breathing as they tried to sleep. She didn't want to disturb them, but she had something she wanted to say, and probably wasn't going to be able to sleep until she had.

"Hey...anyone still awake?" she softly whispered to the room, to which a hushed chorus of tired 'yes's responded. She hesitated briefly before continuing her thought. "I think today was rather exciting, even if we didn't really do much."

"'Exciting' is hardly the word I would use. " Azura said with a huff, "We walked through a lot of mud in the rain, I would have rather stayed in with a hot cup of tea."

"I gotta agree with Tiny: we didn't do anything at all, not to mention Ozpin ditched us in a cave." Undine commented. "We could have at least gone to see those people we were out there to 'protect', then we could have at least said we did that much."

"Mind your tone: Professor Ozpin didn't ditch us for convenience sake." Glynda argued, "He has more experience than all of us, if he truly felt it was best we stayed behind, then I trust his judgement."

"So then why _did_ he leave us there?" Undine countered. Glynda didn't respond, which caused some irritation for Undine. More seconds passed, building the tension on the silence, and Undine was about to comment when Glynda finally spoke up.

"I...don't know..." she admitted, sounding slightly worried. "He seemed on edge to me, as if he could sense something...something that caused him to leave us behind. Do any of you find it strange that he came back with that boy?"

"But you heard the Professor: Rem is an orphan." Azura answered her.

"But why wouldn't he have waited till morning then? Surely he could have sent for a transport to take him to an orphanage in Vale, once the roads were cleared instead of walking him back with us in the middle of the night." Glynda seemed to be arguing more to herself than to the others, as though she needed to make sense of the matter herself.

"You may have a point, it would be more dangerous to transport a child on foot at such a late hour..." Azura interrupted herself with a yawn, "...but I am too tired to think about this right now. Good night." and with that, she rolled over and tried once more to get some sleep.

"Good night, shorty." Undine cooed, grinning as she pictured what icy look she might be receiving in the darkness of their room, but the only retort given was silence. And as the silence persisted, the four tired girls eventually drifted off to sleep.

* * *

The elevator doors opened at the top floor of Beacon Tower, and Ozpin stepped out and into the headmaster's office. The office was very spacious, but there weren't any decorations to fill in the emptiness. The only objects in the room were a wide desk and a chair, both of which appeared to be made out of machine bits. Behind the desk and chair stood a tall, elderly man staring out of a large, clock-like window rimed in numerals. Upon hearing the elevator open, the old man turned to face Ozpin, his hands were fidgeting with a small, multicolored box, twisting and turning it over and over, mixing the colors up. His face was covered in wrinkles and a grey beard that hung down to his collar, with equally grey hair combed back and reaching his shoulders. He dressed in a sharp black suit jacket and pants, with a purple dress shirt and a multicolored, checkered patterned tie. He also wore a long, purple scarf over the back of his neck, letting the two gold-trimmed tasseled ends hang down either side of his chest and down to his waist. His old eyes sparkled with a glint of joy when he saw who was approaching him.

"Ah, Ozpin! It is good to see you, old friend." the headmaster called out with a deep, aged voice as he and Ozpin approached each other, meeting on opposite sides of the desk. "How was your expedition?" he asked, his old face wrinkling up with a smile.

"While it is good to see you, my friend, you know why I've come at this hour." Ozpin's tone was serious, as was the expression on his face. Upon hearing this, the old man's face also dropped to a serious expression.

"Indeed..." he let out a tired sigh, "Did anyone survive?"

"I only found a small boy." Ozpin stated.

"A boy?" Rubick seemed surprised, as his hands stopped fiddling with the cube he held. "Oh, I didn't expect that. Did your students..." his voice trailed off, as a worried look formed his features.

"I made sure they stayed safe. They didn't see anything." Ozpin reassured him.

"That's a relief. I wouldn't want any of our students to see such atrocities. I'm sorry, Ozpin. Had I known then what I know now, I wouldn't have let them go along in the first place." he spoke softly, a tinge of shame in his voice.

"With all due respect, my old friend, your foresight is not what it once was." Ozpin gave the old man a slight smile.

Headmaster Rubick was always respected for his intellect and kind heart, but his true gift was his rare semblance, which gave him the ability to glimpse visions of the future. In his youth, his control over this ability was quite extraordinary, enabling him to foresee and plan out every step of a battle within minutes. However, this power was very taxing on the controller's mind and aura. As a result, he could never see very far into the future, nor for very long. Many years ago, he had attempted to glimpse himself a few years in advance, but the attempt failed. Now that he was old, his control over his semblance had weakened considerably, the result being that he occasionally received brief flashes at random, sometimes disrupting his dreams whenever he slept.

"You mind your tongue." Rubick scolded, an exaggerated pout on his wrinkly old features. "Someday, _you'll_ be an old man too." he finished with a chuckle.

"I already feel like an old man." Ozpin replied.

"Well how about these two 'old men' have some coffee. I want to hear more about this boy." he said, grabbing two mugs from the desk. "I assume he's staying in your usual quarters?"

"He is, sleeping at this very moment." Ozpin replied.

"I'll never understand why you requested to stay down in those dusty old vaults, we have more than sufficient faculty housing." Rubick said as he procured a small jar of sugar.

The vaults of Beacon Tower weren't originally constructed with the rest of the Academy. They were developed in the early years of the last Great War, with the intention of protecting some old archived knowledge, as well as doubling as a bunker, should any of the fighting reach Vale. But with the war's end, the vaults gradually faded from the public's memory, and now few people know of their existence.

"Sugar?" he offered a few cubes to Ozpin.

"No, thank you." Ozpin said as he accepted the mug of hot, dark liquid.

"Suit yourself." Rubick shrugged, dropping the cubes into his drink. "So then, what can you say of this boy you found?" he raised his mug to have a drink.

"I believe he is _her_ child." Ozpin replied, taking a sip of his drink as well. His response nearly caused the old man to choke mid-swig.

"Are you certain?" the old man's face was serious, and so was Ozpin's as he nodded. "But... _how_ is that possible?"

"That is something I would like to know, as well." Ozpin calmly replied, taking another sip of his coffee.

"You don't seem very perturbed by this. You know better than anyone what she was capable of." the old man said, exasperated. "This boy could be just as much a monster as her."

"He has a soul, as real as yours and mine. I know it in my heart." Ozpin stated adamantly.

"So you've said before, Ozpin." Rubick commented, his voice giving away his concern for the matter. "But there's a chance he could turn out just like her."

"There is always that chance, Rubick." Ozpin said as he lowered his mug and set it on the desk. "But there is also the chance that he could become so much more than that. Beacon has always stood as a light of hope against the darkness of this world, and every student that attends here takes that light with them and shares it, passing it on, and uniting us against all fear. I could never forsake anyone's light, no matter how hard it may be to find in the darkness: I won't give up on any student with a light to give this world."

Rubick sighed again, "You remind me a lot of my old headmaster...sometimes I wonder just who is lecturing who." he gave a short laugh just before downing the rest of his coffee. "It's probably why I've decided to name you headmaster once I retire. As if anyone else here could even come close to managing this position. I thought I would never retire until you came along."

"It is an honor I shall uphold to the best of my abilities." Ozpin reassured.

"Oh, I know." Rubick said, giving Ozpin a light pat on the arm. His eyes suddenly clouded and he seemed distracted. But as quickly as it happened, the clouds left his vision and he was back to his old self. He blinked once, then focused his gaze on Ozpin. "So, you plan on enrolling Rem at Beacon someday."

"Do I?" Ozpin asked, giving his friend a sly smile. "Are you sure you haven't gone senile, _old_ friend?"

"Are you certain that this is a wise decision?" Rubick's stern tone caused Ozpin's sly smile to fade.

"I am. Can you see any reason why I shouldn't be?" he asked, and Rubick closed his eyes. A few seconds passed in silence before the old's man's eyes flickered open.

"I cannot." he simply said. "I suppose, then, that I shall have to trust your judgement in the years to come as I have learned to already."

"I respect your trust, and I will strive to prove worthy of it." Ozpin replied.

"You always have been, and always will be, dear friend." Rubick spoke softly as he said this. "I don't need my semblance to know that much."

"Thank you." Ozpin said, truly grateful. He picked up his mug and took a sip. "So, a little bird told me that young Branwen has two kids who already want to become Huntsmen. They plan to enroll at Signal in a few years."

"Hmph!" the old man huffed, his expression twisted as though he had a sour taste in his mouth. "This Academy barely survived the tyranny of Rook Branwen. I doubt it'll survive should his offspring get accepted. The fall of Beacon may be all you're remembered for as Headmaster Ozpin, my friend."

The two friends shared a laugh at this and continued to talk the remaining hours of the night away, as the dawn's first rays broke over the city of Vale.

* * *

The morning slowly broke over Beacon Academy as the sun rose to shine brightly in the sky, the light creeping into the windows of the dormitories. As the light entered the room of team GAUS, its rays fell on the closed lids of Undine, causing her face to scrunch up as she began to awaken. Slowly, her dark brown eyes opened to see Glynda standing by her bed, arms crossed, with a mildly impatient expression on her face. She was dressed in a white blouse with long sleeves that had frilly cuffs. A stylish opening near the top of the blouse gave slip to modest view of her cleavage, while from the waist down she was clad in a black business skirt, black leggings, and a pair of knee-high heeled boots, also black. About her shoulders she wore a short, multi-tailed cape with a black exterior, and multi-shaded purple interior.

"I contacted Professor Port, and he generously offered to supervise your duel with Azura-" she started, but Undine was already up and out of bed.

"Awesome! I can't-"

"Today."

"-wait...What?" Undine asked, confused because she had missed what Gynda had said.

"In an hour, to be precise." she said, a small smirk made its way onto her face.

" **What**?!" but without waiting for an explanation, Undine hastened about getting herself ready, heading to the shower first.

"I'll be going now. " Glynda called after her. "Sienna and Azura went ahead to get breakfast, shall I hold some for you?"

A few furious and disgruntled sounds were the only response she got, and with that 'answer' she exited the room and made her way to catch up with her other teammates. Meanwhile, Undine was fuming as she rushed through her shower. She was furious they had decided to not wake her up when they did, surely having a good laugh at her expense.

"Those jerks!" she exclaimed out loud, the cool water of the shower doing little to diffuse her temper.. " _I bet this was Azura's idea. Well, I'll show her!"_

She finished her shower and hurriedly dried herself off before getting dressed, pulling her auburn hair back into a ponytail. Her outfit comprised of a short, maroon-colored tube top that left much of her midriff exposed, a pair of blue denim shorts, and a khaki colored sleeveless vest that had a flowing tail which reached down to the back of her knees. She then strapped a pair of knee high, gladiator-styled leather sandals to her feet, and grabbed Tempest from its stand on the wall, sliding it horizontally through the belt-loops across her lower back. She stormed out of the room, slamming the door loudly behind her as she set off down the hall. The cafeteria wasn't far from her room, but she didn't let up her pace, wanting to get there as quickly as possible. She came across a few students in the hallways, but they made sure to steer clear of her warpath, least they should end up as casualties. Once she reached the cafeteria, her eyes began a sweep of the large room for her targets. The cafeteria had a small handful of students in it, making it easy for her to spot her three teammates. They were seated off to the left side down by the far end. She stomped her way over to them, Sienna taking notice of her approach first.

Sienna's outfit consisted of pale yellow sundress, embroidered with a multitude of colorful flowers on it, and frilly short sleeves that covered little more than her shoulders. There was a specially tailored hole near the seat of the dress for her bushy tail to emerge from, and on her feet were a pair a simple brown shoes with black laces. She had her hair styled the way she typically did, wearing it all down except for a small ponytail that lay against the back of her head, which had been tied up in a small, deep green ribbon. She waved to Undine as she continued to nibble on an apple. Azura noticed her waving and followed the direction, a wicked grin forming when she saw Undine.

"Well, it's about time!" Azura announced as she rose from her seat to greet the furious Undine. "For a moment, I was concerned you were going to back out of this. Not that I would have blamed you, of course."

She was dressed in a lavender and navy-blue striped tank top that depicted the happy face of a cartoon panda bear over her chest, over which she wore an unzipped navy-blue hoodie with open cuffed sleeves. She wore a pair of black shorts about her hips, and a pair of thigh-high black and blue striped socks. Her shoes were also black, with lavender laces. Hanging across her chest from her left shoulder to her right hip was her navy blue satchel. Undine walked right up to her and the two locked eyes immediately.

"As if, shrimp!" She scoffed, "I-" she stopped, catching a cold glare from Glynda.

"It would be nice if we could finish breakfast in peace." Glynda stated, indicating the plate of food she had saved for Undine.

"...Right. Breakfast first." Undine sat down in front of the plate, and Azura reclaimed her seat next to her in order to finish munching on a biscuit.

The breakfast was appetizing: consisting of eggs, cooked sausage, a couple biscuits, and some hashed potatoes, there was also a glass of orange juice. The four girls finished their breakfast without another word, although whispers had begun to float around cafeteria, and many eyes directed their attention to Azura and Undine. The attention was unnerving, and after she finished her juice, Undine leaned over to Azura.

"I'm guessing they know what's about to go down." she whispered, indicating the gossiping students around them.

"Of course they do, you know how fast word gets out around here." she whispered back, collecting her dishes together in a pile on her tray.

The four girls rose from their seats and deposited their dishes at the nearest designated bin before departing from the cafeteria, a few small packs of students following behind them from a safe distance as they made their way to the arena. The arena was a large classroom with a decent sized stage for sparring matches and had many row of benches stretching out in a half circle around the room. When not being used for sparring matches, the large room often doubled as a conference room, and sometimes had guest speakers give lectures. Before they reached the arena, Azura broke off from their group as she made her way towards the lockers.

"Where ya going, Tiny?" Undine attempted to tease the small girl.

"Unlike some people," she said, giving Undine an icy over-the-shoulder glare, "I actually follow the 'No weapons carried' rule."

"Oh yea? Is that why you always have that bag of Dust with you all the time?" Undine taunted.

"Th-That's different!" she blurted out before increasing her pace to further herself from the others before Undine could say anything else.

The three girls watched as their short comrade rounded a corner before they continued on their way down the hall. A few more students passing by them ended up getting gathered into the now small crowd they had behind them as they opened the doors leading into the arena bleachers. There was a man down in the pit of the arena, his arms crossed behind his back. He was dressed in a double-breasted burgundy suit with gold-colored lining and buttons and he sported a crown of dark hair, with a few strands of grey beginning to show. He wasn't particularly tall, but was quite stocky. His most notable feature was the incredibly thick mustache growing over his upper lip, concealing his mouth completely. The corners of his mustache turned upward as the crown entered the room.

"Ladies! Welcome. I- Oh..." he paused, taking note of how many students were following them. "It would appear that we shall have some quite a number of spectators today. Perhaps we should place bets?" he gave a hearty chuckle, but to his dismay there was only silence in the big, empty room. He cleared his throat loudly before continuing.

"A jest, of course! Gambling is illegal for kids like you, but not sparring. Why, sparring is a time honored tradition for two warriors to test their combative prowess. Many fighters walk away from a match with new-found respect for their adversary. Today, we shall witness a sparring match of epic proportions: two members of our very own esteemed team GAUS going head to head." as he spoke, Undine broke off from her two teammates and made her way down to the pit of the arena. "Are the combatants ready?" he adressed the crowd.

"Azura will be here momentarily. And thank you, again, for agreeing to supervise this match on your day off, Professor Port." Glynda said.

"No need to thank me, Ms Goodwitch." he replied jollily. "My duty as a Huntsmen and a Professor of this fine Academy is first and foremost to you, the students. That said, I always enjoy a spectacle of a competitive nature, and today's match-up promises to be a good one!" as he finished, Undine emerged from a side door into the pit, taking a place a few feet left of the Professor.

"Ah, and here we have on of our fearless fighters!" he spoke as a noise sounded from behind them. It was Azura, making her way in from the entrance connected to the locker room. "And the other has arrived as well!" He announced.

Azura took her place, a few feet to Professor Port's right, and faced Undine. The two locked eyes, and tensions began to rise as the audience looked on from the stands. The room had grown silent, which amplified the heavy atmosphere as the two girls continued to stare each other down. Professor Port started to step back, so as to not get caught in the way once the match started, producing his Scroll with a monitoring display of both girls' aura levels. Overhead, on the two screens, a similar bar styled display appeared, a profile picture of each girl over her corresponding aura meter. Undine placed a hand on the sanguine handle of her blade, as she crouched forward slightly. Azura frowned at this, knowing that stance was Undine's way of saying she wasn't taking this seriously. This was fine by her, she couldn't wait to show her up in front of everyone.

"I hope you're ready for this." Azura said, pulling her black gloves down tighter on her hands. "This is for all those short jokes you've made up till now."

"Eh, my expectation for this fight is about as little as you." Undine replied with a smirk.

" **Ladies and Gentlemen!** " Professor Port's voice boomed throughout the room as he began his final announcement. " **Undine Amaranth versus Azura Borealis! Let the match...begin!** "

As soon as he said that last word, Undine was off like a bullet from a gun, and that figurative gun had been aimed at Azura. She reacted quickly, however, by inserting her hand into the satchel at her side and threw up a cloud of red powdered Dust just as Undine was coming into range. She grimaced as Dust particles got into her eyes and nose,bring a tickling sensation with it as she felt an oncoming sneeze.

Azura had bounded back away from her a few paces, skillfully releasing a continuous strand of the red powder from her hand as she did. She snapped her fingers with a loud click, the friction of her glove igniting the Dust and setting of a chain reaction through the air towards her intended target. As soon as Undine had heard the snap of Azura's fingers, she dashed away from the cloud, taking a few tumbles for good measure and the cloud she had been standing in milliseconds ago exploded with an audible boom. No sooner had she escaped, however, when she sneezed, which set off a few sparks from her nose, scorching her nostrils unpleasantly. She wiped her nose with the back of her hand.

"That was pretty dirty." she muttered to herself.

Azura shot her a cocky grin before holding out her hand, flicking her index finger towards herself in a 'come here' gesture. Undine clenched her teeth and rushed her once more. Azura fished her hand into her bag once more, retrieving a gem of pale Dust. She clapped the gem between her palms, shattering it and embedding the fragments into her gloves. As she pulled her hands apart, noticeable sparks danced between the fragments upon her hands. Undine drew her wakizashi and slashed horizontally at her rival in one fluid motion, but Azura back-stepped the attack, the blade missing her by mere inches. Undine stepped forward, whipping her blade back across in another horizontal swipe. Azura stepped forward this time as well, pushing her palm out and catching Undine's wrist before the reverse held blade could reach her. The sparks on her glove made a loud 'bzzzt' sound as the electric current surged into Undine's body, causing her to wince in pain.

Not letting up, Azura unleashed a flurry of strikes utilizing her palms. Her impacts weren't very heavy, as she lacked the upper body strength, but with each strike, another jolt of electricity found its way to Undine, forcing her to stumble back from the onslaught. With a furious yell, she pivoted on her foot, bringing her other leg around for a roundhouse kick, catching Azura on the side of her face. The force of her kick, coupled with how light her opponent was, sent the smaller girl flying through the air a ways as she hit the ground and rolled a few times. She rose quickly, wiping the back of her hand across the aching area that had received the punishing blow.

The two girls squared off again, locking eyes as they did so. Undine's face turned up in a grin, and with a swift flick motion, she held her blade forward, assuming a more proper stance. Azura returned the grin, Undine was finally taking this serious. The auburn haired girl retrieved a small object from her belt, which appeared to be a tiny magazine for a pistol. She jammed it into open slot at the base of her handle, a resounding click could be heard as the device locked in. The groove in her sword began to emanate a red glow as the blade infused itself with the Dust from the cartridge. She gripped Tempest with both hands, bringing the blade behind her.

With extreme speed and precision, Undine unleashed a multitude of swipes across the air, each slash expelling a red-hot, fiery wave of Dust energy at Azura. The short girl began to run a circle around Undine, dodging the blasts as best she could. One wave nearly hit her, the explosion that followed emitting a force and knocked her off balance, causing her to tumble as she tried to regain her balance. As she attempted to get to her feet, Undine was upon her, bringing her blade down at an angle to catch Azura in the ribs. Azura raised her arm, the blade making contact with her forearm instead. As the blade hit, a loud metallic 'clang' was heard. Before she could recognize what had happened, Undine felt her legs give out from under her and she fell onto her back.

Azura, having just performed a leg sweeping kick, rolled backwards away from her opponent, planting her hands on the ground mid roll and pushing herself up into the air to gracefully land on her feet. Undine rose to her feet at the same time, readying her wakizashi once more. Azura swiftly pulled out another gem of Dust from her satchel and hurled it at Undine. Undine closed her eyes and raised her arms above her head and swiftly brought the blade down, skillfully chopping the gem in half. Each half sailed through the air to either side of her, before hitting the ground and detonating on impact, creating large patches of ice on the ground. She grinned as she opened her eyes to face her opponent, just in time to see a long metallic whip snake its way from within Azura's left sleeve to her ankle, wrapping itself tightly to her appendage.

"Don't tell me you forgot about my Bestrafung." Azura taunted Undine's confused expression.

Azura grinned wickedly before clasping her end of the whip with her hand, her weapon providing an excellent conductor for the electrical Dust still imbued on her gloves. The current surged through the whip and into Undine, the immense pain causing her to drop Tempest. Undine arched her back as a scream tore from her throat. She tried to stifle her scream as she grit her teeth against the pain. She grasped both hands around the whip as the current continued to surge into her, and with a vicious grunt she pulled the whip as hard as she could, easily bringing the girl attached to it as well. Azura's eyes widened with shock as she was lifted off her feet and towards he opponent, trying to make sense of how this was happening. Undine pulled her arm back, clenching her hand into a fist. Once the small girl was in range, she drove her fist as hard as she could into Azura's face, catching her straight in the nose. She began to drift away from her, but Undine tugged on the whip connecting them again, bringing her back in time to catch a heavy-handed gut punch.

The wind rushed from her lungs at the impact of the punch, but before she could even catch her breath, Undine let loose a right hook to the face, and then a left, followed swiftly by a right uppercut, which lifted the tiny girl off of her feet. Undine followed through with a kick straight into the airborne girl's stomach, sending her flying back. This time, Bestrafung had loosened its grip and detached itself from Undine, allowing some distance between the two fighters, who were both panting heavily. Undine picked up Tempest and rushed Azura yet again, as Azura staggered to her feet. With a flick of her right wrist, another long metallic whip snaked out from her sleeve. With a few skillful flicks, she lashed her twin whips out at Undine, who swiftly knocked them aside with her blade as she continued her charge. She thrust her weapon at Azura, who narrowly side-stepped the attack. However, Undine's blade found itself between the sling of Azura's satchel, and with a swift slice, the bag came free and fell to the ground.

Azura made a dive to try and retrieve her bag, but Undine's foot was faster as she kicked the back away and out of her reach. With Undine looming over her, Azura flicked one of her whips upward, striking at her opponent's face. Undine somersaulted away from the attack as the whip cracked where her head had just been. As Azura got to her feet, Undine charged, intent on finishing their duel as the victor as she ushered forth a warcry, her blade held up over her head. Azura extended her index and middle finger towards the rushing warrior and traced a small unseen symbol in the air.

Undine's feet suddenly ground to a halt against her will. Confusion etched across her face as she looked down while uttering a soft 'what the' as she stared down at the strange glowing glyph locked around her ankles. She suddenly felt the sharp sting of two whips locking themselves around her neck. She looked up in time to see Azura launch herself into the air before pulling her arms back and twisting her wrists, a motion that activated a mechanism hidden under her sleeves to retract the whips. The machine buzzed softly as the coils of her whips receded into her sleeves, propelling the girl along path to Undine's head. Azura thrust her legs straight outward as she torpedoed into Undine's face before landing flat on her own back while Undine was sent tumbling backwards.

A small alarm sounded as the graphs on the screens above showed Undine's aura flashing in the yellow, signalling the end of the match. Professor Port walked up to the two, clapping his hands all the while. Several other students in the small crowd gathered in the bleachers were also clapping and cheering. Undine stared blankly up at Azura as she tried to make sense of what just happened. Azura's face was twisted in an expression of shame and guilt, her mouth slightly agape as if she were about to speak. Without warning, however, she clamped her mouth shut, turned around, and walked out of the arena and back towards the lockers.

"Well done, well done!" Port's robustly overjoyed tone cut across the cheering. "What a magnificent display of technique and determination from both of you." But to his dismay, Azura walked right past him without a word. "Ehh...t-the skill of these two fine Huntresses just goes to show-" Undine also walked past him without a ward, sheathing Tempest across her back. He watched as she followed after Azura, scratching the back of his head with perplexity. After a few moments spent being puzzled, he cleared his throat and turned to address the gathered students again.

"While that was very exciting, is there anyone else who would like to issue a friendly challenge today? Anyone?" he gave a boisterous 'oh ho' when he saw a few hands go up. And selected one of the students at random, ushering them down to make their challenge. Meanwhile, Undine walked through the hallways leading back to the lockers, a single question going through her mind over and over.

 _Just what the hell was that?_

* * *

 ****So that was chapter three, I hope you enjoyed it. I'll be perfectly honest, when I first decided to write this story, I only had a small vision of the beginning and how I wanted it to end. But I was kinda lacking on middle material, which wouldn't make for a good story...not that I'm saying that this one IS good, probably mediocre at best, but I've had fun writing it out in my head and on "paper" so far. Although I was worried I may have dragged this one on too long...was it too much? I thought about cutting it off sooner, but said "Nah, let the show go on while my brain's a-workin'"...so I did.  
Anyways, if you've the time, I would truly appreciate hearing your thoughts on this story so far. Please feel free to leave a review telling me what you think. Like it, hate it, your opinion is your own, but I wouldn't mind knowing why, specifically.**

 ***Also, just because Ozpin was texting while driving, does NOT mean I condone such reckless behavior. Be safe: don't text and drive guys.  
**

 **Till next time, farewell!**


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